Compliance with Agreements and Laws. The Seller has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits"). Schedule 2.17 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller to the Buyer. The Seller is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the Seller. Except as set forth on Schedule 2.17 attached hereto, the Seller has not since January 1, 1993 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.
Compliance with Agreements and Laws. Except as set forth in Schedule 2.15, Seller has complied in all material respects with all federal, state, local and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders or decrees applicable to it, and to Seller’s knowledge there does not exist any basis for any claim of default under or violation of any such statute, law, ordinance, regulation, rule, judgment, order or decree except such defaults or violations, if any, that in the aggregate do not and will not materially and adversely affect the Purchased Assets or the operation, financial condition or prospects of the Purchased Assets.
Compliance with Agreements and Laws. The Debtor will not use the Collateral in violation of this General Security Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable statute, law, by-law, rale, regulation, court order or ordinance.
Compliance with Agreements and Laws. To the best knowledge of ----------------------------------- the Company, except as set forth on Schedule 4.17, the Company and the Subsidiaries each have all requisite licenses, permits and certificates, including environmental, health and safety permits, from all governmental authorities necessary to conduct its business and own and operate its assets for which the failure to have would have a material adverse affect on the Company or any of the Subsidiaries (collectively, the "Permits"). To the best knowledge of the Company, neither the Company nor any of the Subsidiaries is in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the enforcement of which would have a material adverse affect on the Company or any of the Subsidiaries. The business of the Company and the Subsidiaries as conducted since January 1, 1994 has not violated, and on the date hereof does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, and hazardous waste) the enforcement of which would have a material adverse effect on the results of operations, condition (financial or otherwise), assets, properties or business of the Company or any of the Subsidiaries. Except as set forth on Schedule 4.17, neither the Company nor any of the Subsidiaries has received notice or communication from any governmental or regulatory authority or otherwise since January 1, 1994 of any such violation or noncompliance.
Compliance with Agreements and Laws. The Management Company has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits") except as would not have a Material Adverse Effect. The Management Company is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which would have a Material Adverse Effect on the Management Company or its properties. The business of the Management Company does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a Material Adverse Effect on the Management Company. Except as set forth on Schedule 2.13 attached hereto, the Management Company has not since January 1, 1997 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance which would have a Material Adverse Effect.
Compliance with Agreements and Laws. The Seller has all requisite licenses, permits and certificates from all local authorities necessary to conduct its respective business and to own and operate its assets (collectively, the “Permits”). The Seller is not in violation in any material respect of any law, regulation or ordinance relating to its properties. The Seller has not violated, and on the date hereof will not violate any local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, immigration, occupational safety, or corrupt practices), the enforcement of which would have a Material Adverse Effect.
Compliance with Agreements and Laws. The Company shall, and the Sellers shall cause the Company to, (i) comply with all material obligations pursuant to any contract or agreement, whether oral or written, express or implied and (ii) comply with all material applicable laws.
Compliance with Agreements and Laws. To Seller’s knowledge, no default exists under any of the terms and provision, express or implied, of the Merger-Target or of any material agreement, contract or commitment to which Seller is a party or to which any of the Merger-Target is subject, and Seller has not received any notice of any claim of such default from other owners. There are no unabated environmental violations.
Compliance with Agreements and Laws. The Seller has all requisite licenses, permits and certificates from federal, state and local authorities necessary to conduct the Acquired Business and own and operate the Assets (collectively, the "Permits").
Compliance with Agreements and Laws. Except as set forth in Schedule 3.7 hereto, the Buyer has all requisite licenses, permits, approvals and certificates, including any required by the FDA, and all environmental, health and safety permits, from foreign, federal, state and local authorities necessary to conduct the business of the Buyer, including the Business, and to own and operate the Assets, the absence of any one of which, or any combination of which, would have a material adverse effect on the condition (financial or otherwise) of the business of the Buyer (collectively, the "Buyer's Permits"). The Buyer is not in violation of any foreign, federal, state or local law, regulation or ordinance relating to its business, the violation of any one of which, or any combination of which, would have a material adverse effect on the condition (financial or otherwise) of the business of the Buyer. Except as set forth on Schedule 3.7 hereto, to the best of Buyer's knowledge, Buyer has conducted and is currently conducting the manufacture and sale of its products in substantial compliance with all applicable foreign, federal, state and local laws, rules, regulations and judicial or administrative orders and processes, the violation of any one of which, or any combination of which, would have a material adverse effect on the condition (financial or otherwise) of the business of the Buyer. To the best of Buyer's knowledge, the manufacture of such products by Buyer and its contract manufacturers conforms in all material respects to the current "good manufacturing practices" regulations of the FDA. Except as set forth on Schedule 3.7 hereto, the Buyer has not since January 1, 1992 received any notice or communication from any foreign, federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance. To the best of Buyer's knowledge, the Buyer has all regulatory approvals and registrations necessary to conduct the business of the Buyer, the lack of any one of which, or any combination of which, would have a material adverse effect on the condition (financial or otherwise) of the business of the Buyer.
(a) Made any material amendment to or terminated any material contract or done any act or omitted to do any act which would cause the breach of any material term or obligation applicable to the Buyer under any material contract;
(b) Authorized or issued recall notices for any of its products or initiated any investigations relating to any material safety or te...
